Adobe to acquire Macromedia for $3.4 billion

"Customers are calling for integrated software solutions that enable them to create, manage and deliver a wide range of compelling content and applications -- from documents and images to audio and video," said Bruce Chizen, chief executive officer of Adobe. "By combining our powerful development, authoring and collaboration software -- along with the complementary functionality of PDF and Flash -- Adobe has the opportunity to bring this vision to life with an industry-defining technology platform."

Under the terms of the agreement, which has been approved by both boards of directors, Macromedia stockholders will receive, at a fixed exchange ratio, 0.69 shares of Adobe common stock for every share of Macromedia common stock in a tax-free exchange. Based on Adobe's and Macromedia's closing prices on Friday, April 15, 2005, this represents a price of $41.86 per share of Macromedia common stock. Upon the close of the transaction, Macromedia stockholders will own approximately 18 percent of the combined company on a pro forma basis.

In the combined company, Chizen will continue as chief executive officer and Shantanu Narayen will remain president and chief operating officer. Stephen Elop, president and chief executive officer of Macromedia, will join Adobe as president of worldwide field operations. Murray Demo will remain executive vice president and chief financial officer. Dr. John Warnock and Dr. Charles Geschke will remain as co-chairmen of the Board of Directors of the combined company and Rob Burgess, chairman of the Macromedia Board of Directors, will join the Adobe Board.

"Both Macromedia and Adobe are passionate about creating and enabling great experiences across a wide range of devices and operating systems," said Elop. "Our combined teams will be a powerful force for innovation around cutting-edge platforms for delivering content and applications."

"While we anticipate the integration team will identify opportunities for cost savings by the time the acquisition closes, the primary motivation for the two companies' joining is to continue to expand and grow our business into new markets," said Chizen.

The acquisition, which is expected to close in Fall 2005, is subject to customary closing conditions, including approval by the stockholders of both companies and regulatory approvals. The transaction will be accounted for under purchase accounting rules. Following approval, Adobe said it would begin a 12-month stock repurchase initiative worth $1 billion, which would further bring value to shareholders. Adobe also said the purchase of Macromedia, if approved, would neutral-to-slightly accretive for the first twelve months before the stock buy back.

The companies said that the new company would leverage the Adobe corporate brand but retain each of the Macromedia product brands. It said that the Macromedia's current San Francisco office would remain an in important and substantial location for the new company's operations, but it did expect some layoffs as parts of the businesses were consolidated. Touting the purchase a "growth play" (vs. pure consolidation within the industry), Adobe said it anticipated that the acquisition would allow the combined company to grow faster than both of the companies alone.

Adobe also expected that it would not encounter any regulatory issues, citing both open-source programs and CorelDraw--particlarly in the German market--as substantial competitors. Adobe also said the products offered by both companies were complimentary and offered a different set of tools for developers (Macromedia Studio) and designers (Adobe Creative Suite).

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